EXHIBIT 4.6 KINARK CORPORATION 5,619,615 SHARES OF COMMON STOCK OFFERED PURSUANT TO RIGHTS DISTRIBUTED TO STOCKHOLDERS OF KINARK CORPORATION To Our Clients: Enclosed for your consideration are a Prospectus and Proxy Statement, dated ________________, 1995, and the "Instructions as to Use of Kinark Corporation Subscription Certificates" relating to the offer by Kinark Corporation (the "Company") of 5,619,615 shares of Common Stock, par value $.10 per share (the "Common Stock"), of the Company, at a subscription price of $2.00 per share for each share of Common Stock, in cash, pursuant to nontransferable subscription rights (the "Rights") initially distributed to holders of record ("Record Owners") of Common Stock as of the close of business on _________________, 1995 (the "Record Date"). As described in the accompanying Prospectus and Proxy Statement, you will receive three nontransferable Rights for each two shares of Common Stock carried by us in your account as of the Record Date. Each Right will entitle you to subscribe for one share of Common Stock (the "Basic Subscription Privilege") at a subscription price of $2.00 per share (the "Subscription Price"). In addition, if you elect to exercise all or part of your Basic Subscription Privilege, you will also have the right (the "Oversubscription Privilege") to subscribe for any shares of Common Stock available after satisfaction of all subscriptions pursuant to Basic Subscription Privileges ("Excess Shares"), in an amount up to 50% of the shares that the holder is entitled to purchase under the Basic Subscription Privilege, subject to proration, at the Subscription Price. If there are insufficient Excess Shares to satisfy all exercised Oversubscription Privileges, Excess Shares will be allocated pro rata among all holders of Rights exercising Oversubscription Privileges. Such pro rata allocation will be based upon the number of shares of Common Stock subscribed for pursuant to each holder's Basic Subscription Privilege relative to the aggregate shares of Common Stock subscribed for pursuant to Basic Subscription Privileges by all such holders then being prorated. THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock, to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus and Proxy Statement and the related Instructions as to Use of Kinark Corporation Subscription Certificates. However, we urge you to read these documents carefully before instructing us to exercise Rights. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO EXERCISE RIGHTS ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE OFFERING. THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________________, 1995, UNLESS THE OFFERING IS EXTENDED BY THE COMPANY. ONCE YOU HAVE EXERCISED A RIGHT, SUCH EXERCISE MAY NOT BE REVOKED. If you wish to have us, on your behalf, exercise the Rights for any shares of Common Stock, please so instruct us by completing, executing and returning to us the instruction form on the reverse side of this letter. ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE DIRECTED TO MORROW & CO., INC., THE INFORMATION AGENT, AT THE FOLLOWING TELEPHONE NUMBER: (800) ___-____. INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the offering of shares of common stock, par value $.10 per share (the "Common Stock"), of Kinark Corporation (the "Company"). This will instruct you whether to exercise Rights to purchase shares of Common Stock distributed with respect to the Company's Common Stock held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and Proxy Statement and the related Instructions as to Use of Kinark Corporation Subscription Certificates. Box 1. [ ] Please DO NOT EXERCISE RIGHTS for shares of Common Stock. Box 2. [ ] Please EXERCISE RIGHTS for shares of Common Stock as set forth below. NUMBER OF SUBSCRIPTION SHARES PRICE PAYMENT Basic Subscription Right:X $ 2.00= $ (Line 1) Oversubscription Right: X $ 2.00= $ (Line 2) Total Payment Required=$ (Sum of Lines 1 and 2; must equal total of amounts in Boxes 3 and 4) Box 3. [ ] Payment in the amount of $________________ has been arranged by: [ ] enclosing a check (bank and account number:) [ ] wire transfer of funds (name of transferor institution:) Box 4. [ ] Please deduct payment from the following account maintained by you as follows: Type of Account Account No. Amount to be deducted: $ Date: , 1995 Signature(s) Please type or print name(s) below